Tax Loans. The General Partner or the General Partner Entity may in its sole and absolute discretion, cause the Partnership to make an interest free loan to the General Partner or the General Partner Entity, as applicable, provided that the proceeds of such loans are used to satisfy any tax liabilities of the General Partner or the General Partner Entity, as applicable.
Tax Loans. The Managing Member or the Managing Member Entity may in its sole and absolute discretion, cause the Company to make an interest free loan to the Managing Member or the Managing Member Entity, as applicable, provided that the proceeds of such loans are used to satisfy any tax liabilities of the Managing Member or the Managing Member Entity, as applicable.
Tax Loans. The Company may, in its discretion and to the extent permitted by law, authorize a loan to the Optionee in the amount of any taxes which the Company may be required to withhold with respect to shares of Common Stock received (or disposed of, as the case may be) pursuant to a transaction described in Section 4.1. Such a loan shall be for a term, at a rate of interest and pursuant to such other terms and conditions as the Company, under applicable law may establish.
Tax Loans. Upon the exercise of any Option following its acceleration as described under “Incentive Vesting”, or upon the vesting of any restricted share, at Executive’s request the Company would be obligated to lend to Executive the funds necessary for Executive to pay the federal income tax incurred by Executive with respect to such exercise or vesting, such loan to be on the terms set forth on Exhibit A. Notwithstanding the foregoing, the Company shall not be obligated to make any such loan if doing so would be prohibited under or would result in a breach or default under any third party credit agreement or instrument to which the Company or any of its Subsidiaries is a party; provided, that the Company shall use reasonable efforts to obtain a waiver or consent under any such agreement or instrument to make such loan.
Tax Loans. With respect to each initial income tax recognition event arising for Executive with respect to Restricted Units purchased under this Section 4(d) (whether due to vesting or due to an earlier election under Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”) with respect to such Restricted Units), BG will make available to Executive, no later than the date on which the Company is required to withhold income and employment taxes with respect to such income recognition event, a loan in an amount equal to the lesser of forty percent (40%) of the fair market value of the Restricted Units that first become taxable to Executive upon such recognition event or the net taxes actually required to be withheld by the Company in respect of such Restricted Unit recognition event (each, a “Tax Loan”). Each Tax Loan shall be subject in all respects to the terms and conditions set forth in a written promissory note between BG and Executive which shall evidence the Tax Loan, contain market terms and conditions determined by the Board (but interest at the minimum rate to avoid imputed income to Executive), include full recourse on principal and interest and be secured by all Company equity interests held by Executive, including any proceeds received in respect thereof (in addition to the offset provisions described in Section 6 below); provided, that in the event of Executive’s termination of employment by the Company without Cause, by Executive with Good Reason or due to Executive’s death or Disability (each as defined below), BG will (unless prohibited by law or any financing or other covenant) exercise its option to repurchase a number of then-vested Restricted Units having a fair market value at least equal to the amount of principal and accrued interest then payable on the Tax Loan(s) (or such lesser number of Restricted Units as are then-vested) (the “Call Obligation”), provided, that (A) the foregoing shall not limit BG’s ability to exercise, in its sole discretion, any option that BG may have to repurchase any greater number of then-vested Restricted Units, and (B) the Call Obligation shall terminate upon any liquidity transaction in which the repurchase right underlying the Call Obligation lapses.
Tax Loans. The Committee may, in its discretion, authorize a loan to an Eligible Employee in the amount of any taxes which the Corporation may be required to withhold with respect to Shares received (or disposed of, as the case may be) pursuant to a transaction described in subsection (a) above. Such a loan shall be for a term, at a “market rate” of interest and pursuant to such other terms and conditions as the Committee, under applicable law, may establish, and such loan need not comply with the provisions of Section 1.9.
Tax Loans. (a) Requirement to Make Tax Loans. Prior to making any distributions of Net Cash Flow pursuant to Section 3.1 hereof, the Managing Member shall determine the extent to which any Member would have an Unfunded Tax Amount if the available Net Cash Flow were distributed in accordance with the applicable provisions of Section 3.1. If any Member would have an Unfunded Tax Amount under the circumstances described in the preceding sentence, the Company shall, at the request of the Member who is not then in Default, make a loan (a "Tax Loan") to such Member in the minimum amount required to eliminate such Member's Unfunded Tax Amount; provided that if making a Tax Loan to one Member to eliminate that Member's Unfunded Tax Amount would cause the other Member to have an Unfunded Tax Amount, the Company shall make Tax Loans to both Members in proportion to their remaining Unfunded Tax Amounts. Tax Loans shall be funded first from the Company's Net Cash Flow and then from Additional Capital Contributions by DMB.
Tax Loans. (a) The Trust shall extend loans to the Key Employee --------- from time to time to provide him with funds to pay the federal and state taxes that he will incur as a result of the lapsing of the Restriction Period with respect to Performance Shares except with respect to federal and state taxes incurred as a result of the lapsing of the Restriction Period with respect to Performance Shares under Paragraph 4.4 ("Tax Loans"). The Key Employee will execute promissory notes in the form attached to this Agreement to evidence his obligation to repay such Tax Loans. The Key Employee hereby pledges the Performance Shares awarded to him hereunder as to which the Restriction Period has lapsed, and assigns to the Trust all quarterly cash or other dividends paid on the Performance Shares awarded to him hereunder as collateral to secure his obligation to repay any Tax Loans extended to him hereunder and any accrued but unpaid Interest on such Tax Loans. As of each date a Tax Loan is extended to the Key Employee, the dollar amount of such Tax Loan so issued to the Key Employee hereunder shall not exceed 50% of the Fair Market Value of the Shares awarded to the Key Employee hereunder as to which the Restriction Period has then lapsed.
Tax Loans. At such time as the Borrower is obligated to pay such taxes, Buyer shall loan to each of Xxxx and Xxxx (each, a "Borrower") an amount equal to the actual federal and state income tax that the Borrower is obligated to pay that he otherwise would not have had to pay if he had not received the Preferred Shares, taking into account all other items of income and deductions of the Borrower, and calculated as if the impact of the Preferred Shares is accounted for last, provided, however, that in no event will the tax liability as calculated without the Preferred Shares take into account any tax losses that would have been created if the Preferred Shares had not actually been received. As a condition to the receipt of such loan, a Borrower shall make available to Buyer a copy of his completed form 1040 (and applicable state equivalent) for 1999 no later than March 15, 2000 (or equivalent documentation if the Borrower is required to pay estimated taxes no later than twenty (20) days prior to the date such estimated taxes are required to be paid), and a calculation of the increase in tax liability due to the receipt of the Preferred Shares. Such loans shall bear interest at a rate of 6% per year, and the Preferred Shares shall be pledged as collateral for such loan. Each Borrower shall be required to pay the accrued interest annually. Each Borrower shall be required to repay a portion of the outstanding principal amount at such time as the Borrower sells any of his Preferred Shares (or any of the shares of common stock received by such Borrower upon the conversion of any of the Preferred Shares), with all of the proceeds of such sales, less any amount needed to pay tax on such sale, being used to repay the Borrower's loan, until such loan is repaid in full.
